Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (a) The to the extent permitted by law), if any, on the Notes and any Note Guarantee and Collateral Agreement is effective to create in favor performance of all other obligations of the Administrative AgentIssuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Secured Parties (Trustee and the Holders, duly created, enforceable and perfected Liens as defined in the Guarantee contemplated hereby and Collateral Agreement), a legal, valid and enforceable security interest in by the Collateral described therein Documents and proceeds thereof. In the case Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Pledged Stock as defined Notes and described in the any Note Guarantee and Collateral Agreementsecured hereby, when stock certificates representing such Pledged Stock are delivered according to the Administrative Agentintent and purposes herein expressed. The Issuer and any Guarantor will each take, and in will cause their respective Restricted Subsidiaries to take (including as may be requested by the case of Trustee) any and all actions reasonably required to cause the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Documents and the proceeds thereofIntercreditor Agreement to create and maintain, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesIssuer and any Guarantor hereunder, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each respect of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legalCollateral, valid and enforceable Lien perfected Liens in and on the Mortgaged Properties described therein such Collateral ranking in right and proceeds thereof, and when the Mortgage Amendments are accepted for recording priority of payment as set forth in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, Intercreditor Agreement and security interest in, all right, title and interest subject to no other Liens other than as permitted by the terms of the Loan Parties in the Mortgaged Properties this Indenture and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Intercreditor Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Stateshereunder, in each case prior and superior in right to the rights of any other Person (except (i) except, in the case of all Collateral other than Pledged StockSecurities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens and set forth in clause (iig) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid definition thereof and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right with respect to any other Person (except for any Permitted Priority Lien other than Liens securing IndebtednessObligations). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described Equity Interests (as defined in the Guarantee and Collateral Agreement), to the extent certificated, are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement as shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Restatement Effective DateLoan Parties in such Pledged Equity Interests, prior and superior in right to any other Person other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 3.19(a), the extent such filings are effective to perfect a security interest in such Collateral, Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and (other than Intellectual Property) to the proceeds thereofextent such Liens can be perfected by filing a financing statement, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesUniform Commercial Code, in each case prior and superior in right to any other Person other than (except (ix) in the case of Collateral other than Pledged Stockconsisting of Equity Interests, with respect to Liens (A) that have priority by operation of law, (B) permitted by clause (c) of Section 6.02 or (C) securing Permitted Liens Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and (iiy) in the case of Pledged Stockother Collateral, statutory with respect to Liens (1) permitted by Section 6.02 (other than pursuant to Section 6.02(b), (k) or nonconsensual Liens(z); ) or (2) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and (bPermitted Refinancing Debt in respect thereof) when executed, each that is secured by all or a portion of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, Collateral on a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for pari passu basis with the Obligations (as defined in pursuant to the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Pari Passu Intercreditor Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and proceeds thereofqualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction). In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Administrative AgentCollateral Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateor any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.17 4.19, the Collateral Agent, for the benefit of the Secured Parties, shall, under New York law, or in the case of the Debenture or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent (x) (in the case of New York law) perfection can be obtained by filing a UCC financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and Trademark Office or the United States Copyright Office (other than intent to use Trademark applications), to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, as appropriate, and the taking of actions and making of filings are effective necessary under the applicable Requirements of Law to perfect obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts securities accounts and/or commodity accounts, when a security interest in Control Agreement is executed and delivered by all parties thereto with respect to such Collateralaccounts, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in as provided under the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Control Agreement with respect to the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000financial institution party thereto.

Security Documents. (a) The Guarantee payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees, the Registration Rights Agreement and the Security Documents are secured by Liens on the Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (Trustee and the Holders prior to all other Liens except for Permitted Liens, as defined provided in the Guarantee Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral AgreementAgent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), a legal, valid to assure and enforceable confirm to the Collateral Agent the security interest in the Collateral described therein and proceeds thereof. In contemplated hereby, by the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds Security Documents or any part thereof, as security from time to time constituted, so as to render the same available for the Obligations security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as defined are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Trustee and the Holders as a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully first priority perfected Lien on, lien and security interest ininterest, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Liens.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 8.19 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral8.19, the Guarantee and Collateral Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereofthereof (other than Intellectual Property registered or issued in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, as applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Obligations.

Security Documents. (a) The Guarantee payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured by Liens on the Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (Trustee and the Holders prior to all other Liens except for Permitted Liens, as defined provided in the Guarantee Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral AgreementAgent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 7.01(a), a legal, valid to assure and enforceable confirm to the Collateral Agent the security interest in the Collateral described therein and proceeds thereof. In contemplated hereby, by the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds Security Documents or any part thereof, as security from time to time constituted, so as to render the same available for the Obligations security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as defined are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Trustee and the Holders as a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully first priority perfected Lien on, lien and security interest ininterest, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Liens.

Security Documents. The due and punctual payment of the principal of, premium and interest on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Securities and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Securities, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder (a) The Guarantee and including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), shall be secured by a pledge of a perfected security interest in the Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Agent on its behalf and on behalf of the Trustee and the Holders as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as defined the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Guarantee Intercreditor Agreement, and authorizes and directs the Collateral Agreement)Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, a legaland will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, valid to assure and enforceable confirm to the Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementSecurities secured hereby, when stock certificates representing such Pledged Stock are delivered according to the Administrative Agentintent and purposes herein expressed. The Issuer shall, and in shall cause the case Subsidiaries of the other Collateral described in Issuer to, take any and all actions and make all filings (including the Guarantee and Collateral Agreement as filing of the Restatement Effective DateUCC financing statements, when financing continuation statements and other filings specified on Schedule 4.17 in appropriate form are filed in amendments thereto) required to cause the offices specified on Schedule 4.17 Security Documents to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee create and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofmaintain, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesIssuer and the Guarantors to the Secured Parties under this Indenture, the Securities, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each on all of the Mortgage Amendments will be effective Collateral (subject to continue the terms of the Intercreditor Agreement and the Security Documents), in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Holders and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right Trustee subject to any other Person (except for any Permitted Lien no Liens other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Permitted Liens.

Security Documents. (a) The Guarantee and In the event that any Senior-Priority Collateral Agreement is effective to create Agent enters into any amendment, waiver or consent in favor respect of any of the Administrative Agent, Senior-Priority Security Documents for the benefit purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior-Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to (x) any comparable provision of the Comparable Junior-Priority Security Document without the consent of or action by any Junior-Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Junior-Priority Security Document, except to the extent that a release of such Lien is permitted or contemplated by this Agreement, (ii) unless such amendment, waiver or consent affects the Senior-Priority Secured Parties in a like or similar manner to the effect on the Junior-Priority Secured Parties (as defined in the Guarantee other than by virtue of their relative priorities and Collateral Agreementrights and obligations hereunder), a legalno such amendment, valid waiver or consent shall apply automatically to the Comparable Junior-Priority Security Document without the consent of or action by, any Junior-Priority Secured Party, if such amendment, waiver or consent materially and enforceable security interest in adversely affects the Collateral described therein and proceeds thereof. In the case rights of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementJunior-Priority Holders, when stock certificates representing (iii) no such Pledged Stock are delivered amendment, waiver or consent with respect to any provision applicable to the Administrative Agent, and in Agents under the case Junior-Priority Documents shall apply automatically to any comparable provision of the other Collateral described in Comparable Junior-Priority Security Document, without the Guarantee and Collateral Agreement as prior written consent of the Restatement Effective Datesuch Agents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (iv) notice of such amendment, waiver or consent shall be given to the extent Junior-Priority Collateral Agents by the Senior-Priority Collateral Agents on the date of its effectiveness (provided that the failure to give such filings are effective to perfect a security interest in notice shall not affect the effectiveness and validity of such Collateralamendment, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreementwaiver or consent) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (iiv) in the case a copy of Pledged Stocksuch amendment, statutory Liens waiver or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will consent shall be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held given by the Borrower or any of its Subsidiaries that has a value, in Senior-Priority Collateral Agents to the reasonable opinion of the Borrower, in excess of $5,000,000Junior-Priority Collateral Agents.

Security Documents. Subject to Section 5.14, the Legal Reservations and the Perfection Requirements, (a) The Guarantee and Collateral Agreement is the Security Documents are effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof and (b) the Badcock Security Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Badcock Collateral described therein and proceeds and products thereof. In the case of the (i) Pledged Stock as defined Equity Interests and described in the Guarantee Badcock Pledged Equity Interests represented by certificates, (x) if and Collateral Agreement, when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, Agent or (y) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the appropriate filing offices, (ii) the other Collateral described in the Collateral Agreement, which can be perfected by filing a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices specified on Schedule 4.17 and such other filings as are required in the Collateral Agreement have been completed and (iii) the other Badcock Collateral described in the Badcock Collateral Agreement, which can be perfected by filing a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are required in the Badcock Collateral Agreement have been completed, the Lien created by the Collateral Agreement or the Badcock Collateral Agreement, as applicable, shall constitute, to the extent such filings are effective to perfect a security interest in such Collateral, perfection is required by the Guarantee and Collateral Agreement shall constitute or the Badcock Collateral Agreement, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral or the Badcock Collateral, as applicable, and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Secured Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest (subject only to Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Pledged Capital Stock as defined and described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative Collateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.17 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.17 to 5.19(a), as the extent such filings are effective to perfect a security interest in such Collateralcase may be, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereofthereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted hereunder). Other than as set forth on Schedule 1.1F lists5.19(a), as of the Restatement Effective DateDate and after giving effect to the Transactions, each parcel none of owned real property and each leasehold interest in real property located in the United States and held by Capital Stock of the Borrower or any of its Subsidiaries Subsidiary Guarantor that has is a value, in the reasonable opinion of the Borrower, in excess of $5,000,000limited liability company or partnership is a Certificated Security.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the certificated Pledged Stock as defined and described in the Guarantee and Collateral Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral8.19, the Guarantee and Collateral Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereofthereof (other than Intellectual Property registered, issued or applied for in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, as applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations (as defined in Obligations; provided, however, the Guarantee and foregoing does not apply to Intellectual Property that is Collateral Agreement) arising under the laws of any jurisdiction outside of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor payment of the Administrative Agentprincipal of and interest and premium, for if any, on the benefit Notes when due, whether on an Interest Payment Date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any Guarantor (other than Cogent Holdco) pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other Obligations of the Secured Parties Company and the Guarantors (other than Cogent Holdco) under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured as defined provided in the Guarantee Security Documents and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Company and the Guarantors (other than Cogent Holdco) will deliver to the Trustee true and complete copies of all documents delivered to the Collateral Agent pursuant to the Security Agreement and the Intercreditor Agreement), a legalif any, valid and enforceable will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Agreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Agreement and proceeds the other Security Documents, or by any part thereof. In , as from time to time constituted, so as to render the case same available for the security and benefit of this Indenture and of the Pledged Stock as defined Notes secured hereby, according to the intent and described purposes herein expressed. The Company shall, and shall cause each Guarantor (other than Cogent Holdco) to, and each Guarantor (other than Cogent Holdco) shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take any and all other actions necessary to maintain (at the sole cost and expense of the Company and the Guarantors (other than Cogent Holdco)) the security interests created by the Security Documents in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 perfected security interests to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held perfection is required by the Borrower or any of its Subsidiaries that has a valueSecurity Documents, in the reasonable opinion of the Borrower, in excess of $5,000,000subject only to Permitted Liens.

Security Documents. (a) The Guarantee Each of the Pledge Agreement and Collateral Agreement is effective to the Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof. In the case of thereof and (i) when the Pledged Stock Shares (as defined and described in the Guarantee and Collateral Pledge Agreement, when stock certificates representing such Pledged Stock are ) is delivered to the Administrative AgentCollateral Trustee together with undated stock powers or allonges, as the case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, the Lien created under the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Shares to the extent that a security interest in such Pledged Shares may be perfected by the delivery of such Pledged Shares to the Collateral Trustee together with undated stock powers or allonges, as the case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, in each case prior and superior in right to any other Collateral described in the Guarantee Person and Collateral Agreement as of the Restatement Effective Date, (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral8.21, the Guarantee and Collateral Lien created under the Security Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and in which a security interest may be perfected by the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) filing of financing statements under the laws of the United StatesUniform Commercial Code, in each case prior and superior in right to any other Person (except (i) in the case of Collateral Person, other than Pledged Stock, Permitted with respect to Liens expressly permitted by Section 10.02 and (ii) in subject to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each terms of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Intercreditor Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, legal and valid and enforceable first priority security interest (subject to Liens permitted by Section 7.3) in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral AgreementAgreement constituting Certificated Securities, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in (ii) the case of the other Collateral described in the Guarantee and Collateral Agreement as of (other than the Restatement Effective DateCollateral referred to in the immediately preceding clause (i)), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.17(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent such filings are effective to perfect a Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such Collateralother filings as are specified on Schedule 4.17(a) are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a), the filing of appropriate filings in the United States Patent and Trademark Office and the proceeds thereoffilings specified on Schedule 4.17(a), or through the delivery of the Pledged Securities required to be delivered on the Closing Date, as the case may be, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral with respect to Liens permitted by Section 7.3 other than Pledged Stock, Permitted Liens and clause (iicc) in thereof) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral); provided, that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Deposit Accounts (as defined in the Guarantee and proceeds thereofCollateral Agreement). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Administrative Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and permitted by Section 7.3, (ii) in the case of Collateral consisting of Pledged StockShares, statutory Liens or nonconsensual Liens); permitted by Section 7.3(g) to the extent securing Indebtedness expressly permitted by Section 7.2(u) and (biii) when executed, each Liens having priority by operation of law) to the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral provisions of the Security Agreement is are effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Creditors a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the LendersSecured Creditors, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute has a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties Security Agreement Collateral described therein to the extent required thereunder (other than (i) any Security Agreement Collateral consisting of cash not contained in a deposit account or securities account not subject to the Mortgaged Properties and the proceeds thereof, as security for the Obligations “control” (as defined under the UCC) of the Collateral Agent, (ii) any Security Agreement Collateral consisting of deposit accounts not subject to the “control” (as defined under the UCC) of the Collateral Agent and (iii) any other Security Agreement Collateral to the extent perfection steps are not required to be taken pursuant to the Security Agreement with respect to such Security Agreement Collateral), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the relevant Mortgage)respective form attached to the Security Agreement, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States Patent and held Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Borrower or any Security Agreement, and the recordation of its Subsidiaries that has a valuethe Grant of Security Interest in U.S. Copyrights, if applicable, in the reasonable opinion of form attached to the BorrowerSecurity Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in excess of $5,000,000the United States copyrights covered by the Security Agreement.

Security Documents. Each of CSSW Parent and the Borrower shall take, and shall cause the Steel Winds Companies to take, all actions necessary or reasonably requested by the Administrative Agent or Collateral Agent to maintain each Security Document in full force and effect and enforceable in accordance with its terms and to maintain and preserve the Liens created by the Security Documents and the perfection and priority thereof, including (ai) The Guarantee making filings and recordings, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties and (vi) taking all other actions either necessary or otherwise reasonably requested by the Administrative Agent or Collateral Agreement Agent to ensure that all Collateral (including any after-acquired property of CSSW Parent, the Borrower and the Steel Winds Companies intended to be covered by any Security Document) is effective subject to create a valid and enforceable perfected first-priority (except for, in the case of the Liens on the Steel Winds Project, Permitted Liens) Lien in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each of CSSW Parent and the Borrower shall, and shall cause each of the Steel Winds Companies to, ensure that all Property acquired by it intended to be covered by a Security Document shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) each of CSSW Parent and the Borrower shall not open or maintain any bank or securities account without first taking all such actions as may be necessary or otherwise reasonably requested by the Administrative Agent, Agent or the Collateral Agent to ensure that such bank account is subject to a valid and enforceable perfected first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and the “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in UCC) of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as defined applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as defined applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts),when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (as amended, supplemented and otherwise modified as of the Restatement Effective Date), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when When executed, each of the Mortgage Amendments Mortgages will be effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000400,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Senior Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In , subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Senior Secured Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesarising hereunder, in each case prior and superior in right to the rights of any other Person (except (i) except, in the case of all Collateral other than Pledged StockSecurities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens and set forth in clause (iie) in the case of Pledged Stock, statutory Liens or nonconsensual LiensSection 6.02); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, together with appropriate blank instruments of transfer and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Administrative Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 4.17, and through the delivery of the Pledged Securities and such instruments of transfer required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. EFIH’s Guarantee of the due and punctual payment of the principal, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal, premium, if any, and interest (a) The to the extent permitted by law), on the Notes and performance of all other Obligations of EFIH to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Pledge Agreement and the Collateral Trust Agreement, which EFIH has entered into simultaneously with the execution of this Indenture and the forms of which are attached hereto as Exhibit F and Exhibit G, respectively. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement and Collateral Trust Agreement is effective (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to create time in favor accordance with their terms and authorizes and directs the Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Pledge Agreement and Collateral Trust Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Administrative AgentPledge Agreement or the Collateral Trust Agreement, for to assure and confirm to the benefit of Trustee and the Secured Parties (as defined in Collateral Trustee the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined Notes secured hereby, according to the intent and described in purposes herein expressed. Subject to the Guarantee and Collateral terms of the Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentEFIH, and in the case at its own expense, shall take, upon request of the other Collateral described in Trustee, any and all actions reasonably required to cause the Guarantee Pledge Agreement to create and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofmaintain, as security for the Obligations (as defined of EFIH hereunder, a valid and enforceable perfected Lien in and on all the Guarantee and Collateral Agreement) under the laws of the United StatesCollateral, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, Collateral Trustee for the benefit of the LendersHolders of Notes and future permitted Parity Lien Obligations, a legal, valid superior to and enforceable Lien on prior to the Mortgaged Properties described therein rights of all third Persons and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject to any no other Person (except for any Permitted Lien Liens other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Permitted Liens.

Security Documents. (a) The Guarantee Each Guaranty and Collateral Security Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and proceeds thereofan implied covenant of good faith and fair dealing. In Subject to the terms of the Intercreditor Agreements and except as otherwise provided under Applicable Law (including the UCC and PPSA), in the case of (i) the Pledged Stock as defined and Interests described in the Guarantee any Guaranty and Collateral AgreementSecurity Agreement (which Pledged Interests, when if represented by stock certificates representing (and constituting “certificated securities” within the meaning of the UCC and the PPSA, as applicable), have not been delivered to any Person other than Agent (except as agreed by the Agent and for which arrangements have been made for their delivery to the Agent)), upon the taking of possession or control by the Agent of such Pledged Stock are delivered Interests, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the Administrative Agent, and taking of possession or control by Agent (or the ABL Agent in the case of the ABL Priority Collateral prior to the Discharge of ABL Obligations) of such Collateral, and (iii) the other personal property Collateral described in the Guarantee any Guaranty and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the appropriate filing offices and such other filings as are specified by any Guaranty and Security Agreement have been completed, the Liens on Schedule 4.17 the Collateral created by any Guaranty and Security Agreement, shall constitute fully perfected Liens on (to the extent that perfection can be achieved under Applicable Law by making such filings are effective to perfect a security interest in or recordings or taking such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien onpossession or control), and security interest interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Liens of any other Person (except Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (i) other than Incremental Equivalent Junior Debt)). Except as otherwise provided under Applicable Law, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) the mortgaged property described in the case of Pledged StockMortgages, statutory when such Mortgages in appropriate form are filed in the appropriate filing offices and such other filings as are specified by the Mortgages have been completed, the Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofCollateral created by the Mortgages, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien onLiens on (to the extent that perfection can be achieved under Applicable Law by making such filings or recordings), and security interest interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofsuch mortgaged property, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to the Liens of any other Person (except for any Permitted Lien Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (other than Liens securing IndebtednessIncremental Equivalent Junior Debt). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000).

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Pledged Capital Stock as defined and described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative First Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.17 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.17 to 5.19(a), as the extent such filings are effective to perfect a security interest in such Collateralcase may be, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereofthereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the First Lien Term Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted hereunder). Other than as set forth on Schedule 1.1F lists5.19(a), as of the Restatement Effective Closing Date, each parcel none of owned real property and each leasehold interest in real property located in the United States and held by Capital Stock of the Borrower or any of its Subsidiaries Subsidiary Guarantor that has is a value, in the reasonable opinion of the Borrower, in excess of $5,000,000limited liability company or partnership is a Certificated Security.

Security Documents. (a) The Guarantee and Collateral provisions of the Security Agreement is are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Credit Parties in all of the Security Agreement Collateral, and the Collateral Agent, for the benefit of the Secured Parties Creditors, has (as defined or upon the filing of financing statements and intellectual property filings, entry into of Control Agreements and the taking of possession by the Collateral Agent (or its agent, bailee or designee, including the Collateral Agent under the Priming Term Loan Agreement in accordance with the Guarantee and ABL Intercreditor Agreement) of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession will have) (x) a First Priority (subject to the ABL Intercreditor Agreement), a legal, valid and enforceable ) perfected security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest in all of the Loan Parties in such Security Agreement Collateral described therein that is ABL Facility Priority Collateral and (y) a Second Priority (subject to the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral ABL Intercreditor Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Security Agreement Collateral described therein that is Term Loan Parties Priority Collateral (in each case, except for Excluded Deposit Accounts and Securities Accounts over which Control Agreements are not required pursuant to Section 5.03(b) or 10.12, or for Collateral for which possession or control is required for perfection and such possession or control is not otherwise required by the Security Agreement), subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(d) are subject to the terms of the ABL Intercreditor Agreement and the Permitted Liens described in Section 10.01(g) are subject to the ABL Intercreditor Agreement and the Subordination Agreement, as applicable). The recordation of (a) the Grant of Security Interest in U.S. Patents and (b) the Grant of Security Interest in U.S. Trademarks in the Mortgaged Properties and respective forms attached to the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Security Agreement, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States Patent and held Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Borrower or any Security Agreement, and the recordation of its Subsidiaries that has a value, the Grant of Security Interest in U.S. Copyrights in the reasonable opinion of form attached to the BorrowerSecurity Agreement with the United States Copyright Office, will create, as may be perfected by such filings and recordation, a perfected security interest in excess of $5,000,000the United States copyrights covered by the Security Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture and any other Security Document are effective to create create, for as long as Essent shall not have obtained an Investment Grade Rating, in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and (in the case of Essent IIH, once registered in compliance with the provisions of section 409 of the Irish Companies Act) enforceable security interest in the Collateral described therein in which a security interest can be created under applicable law and proceeds thereof. In the case of the Pledged Stock that constitutes a “certificated security” as defined and in Article 8 of the UCC or other applicable law, described in the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, Irish Debenture, Irish Share Charge or Bermuda Debenture, when financing statements and other filings and actions specified on Schedule 4.17 3 of the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture are filed in appropriate form are filed in the offices specified on Schedule 4.17 to 3.20(a) (and, in the extent such case of Essent IIH, when all required filings are effective to perfect a security interest carried out in accordance with section 409 of the Irish Companies Act) or such Collateralactions are appropriately taken, as applicable, the Guarantee and Collateral Agreement Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral in which a security interest can be perfected by the filing of such financing statements and with respect to registered Intellectual Property, the filing of short form security agreements in appropriate form with the U.S. Copyright Office and/or the U.S. Patent and Trademark Office, as applicable, and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valueexcept, in the reasonable opinion case of the BorrowerCollateral other than Pledged Stock, in excess of $5,000,000Liens permitted by Section 6.3).

Security Documents. (a) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agentprincipal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other First Lien Notes Obligations of the Issuer, the Co-Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Company and the Co-Issuer hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as defined the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Guarantee First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agreement)Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents to which such Notes Collateral Agent is a legalparty, valid and enforceable will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 1401, to provide to the Notes Collateral Agents the security interest in the Collateral described therein contemplated hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined Notes secured hereby, according to the intent and described purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including, without limitation, the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the Guarantee relevant jurisdiction)) required to cause the Security Documents to create and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofmaintain, as security for the First Lien Notes Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesCo-Issuers and the Guarantors to the Secured Parties, a valid and enforceable perfected Lien and security interest in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each on all of the Mortgage Amendments will be effective Collateral (subject to continue the terms of the Security Documents), in favor of the Administrative Agent, Notes Collateral Agents for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject to any other Person (except for any Permitted Lien no Liens other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock as defined and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, in the case of any deposit accounts, when control agreements have been executed with respect to such deposit accounts, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.18(a)-1 and such other filings as are specified on Schedule 3 to the extent such filings are effective to perfect a security interest in such CollateralGuarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as of debtor and (ii) will be terminated on or prior to the Restatement Effective Closing Date; and on or prior to the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authenticated by the Borrower or any of its Subsidiaries that has a valuerelevant secured party, in the reasonable opinion respect of the Borrower, in excess of $5,000,000each such UCC Financing Statement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof subject to (i) the consent of any applicable Governmental Authority required by any applicable Requirement of Law in the event of the exercise by the Collateral Agent of any right (A) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (B) to sell or transfer any Capital Stock (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when Uniform Commercial Code financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateralapplicable filing offices, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties organized under the laws of the United States in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) Person. A priority interest in the case Collateral of Collateral other than Pledged Stock, Permitted Liens and (ii) in any Material Subsidiary organized under the case laws of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments Bermuda will be created in Bermuda upon the registration of a charge with the Registrar of Companies. The UK Charge Over Shares is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds thereof, and when . In the Mortgage Amendments are accepted for recording case of the Pledged Stock described in the applicable recording officesUK Charge Over Shares, each such Mortgage the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, all right, title and interest such Pledged Stock of the Loan Parties in Material Subsidiary organized under the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as laws of the Restatement Effective Date, each parcel of owned real property United Kingdom when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and each leasehold interest in real property located in the United States and held by the Borrower or upon any of its Subsidiaries that has a value, in the reasonable opinion applicable registration of the Borrower, in excess of $5,000,000share charges at the Companies House.

Security Documents. (a) The Guarantee Subject to, in the case of UK Loan Parties and Collateral Agreement is UK Security Documents, the UK Legal Reservations and the UK Perfection Requirements, each of the Security Documents are effective to create in favor of the Administrative Agent, Senior Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Senior Holders a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined party thereto in the Guarantee Collateral described therein, and Collateral Agreement) under subject to the laws recordation of the United Statesdocuments described in this Section 3.11, in each case prior and superior in right to any other Person (except (i) in the case of Senior Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the LendersSenior Holders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute will have a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Collateral described therein, in each case prior and superior in right subject to any other Person (except for any Permitted Lien no Liens other than Permitted Liens securing Indebtedness(it being understood that the Permitted Liens described in clause (1) of the definition thereof are subject to the terms of the ABL Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, as applicable). Schedule 1.1F lists, as The recordation of (x) the Restatement Effective Date, each parcel grant of owned real property and each leasehold security interest in real property located patents registered or applied for in the United States, if applicable, and (y) the grant of security interest in trademarks registered or applied for in the United States, if applicable, in the respective form attached to the Pledge and Security Agreement, in each case in the United States Patent and held Trademark Office, together with filings on Form UCC-3 assigning each corresponding Form UCC-1 to the Senior Collateral Agent for the benefit of the Senior Holders as the secured party thereunder and any other Form UCC-1 made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Borrower Pledge and Security Agreement, and the recordation of the grant of security interest in copyrights registered or any of its Subsidiaries that has a valueapplied for in the United States, if applicable, in the reasonable opinion of form attached to the BorrowerPledge and Security Agreement with the United States Copyright Office, together with such UCC filings, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in excess of $5,000,000the United States copyrights covered by the Pledge and Security Agreement.

Security Documents. In order to secure the due and punctual payment of the principal, premium, if any, Additional Amounts, if any, and interest on the Securities, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all other obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Securities and the Guarantees, the Issuer and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the assets or property of such Person, if any, that secure the Obligations of such Person. Each Holder, by accepting a Security, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee to enter into, or instruct the Collateral Agent to enter into, the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and for each of the Trustee and the Collateral Agent to perform its obligations and exercise its rights thereunder and in accordance therewith. In addition, each Holder further acknowledges and agrees that the Trustee is not required to, and shall not, take any action requested by a Holder under, in respect of or otherwise in connection with any Security Document, including, without limitation, instructing the Collateral Agent to enforce any of the Security Documents, unless the requisite Holders have properly instructed the Trustee in accordance with the terms of this Indenture, and the Trustee shall suffer no liability for not acting in the absence of any such instructions. The Issuer shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the Liens on and security interests in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Issuer and each Guarantor shall take, upon the written request of the Collateral Agent or the Trustee (a) The Guarantee to the extent the Trustee is permitted to make such request under the Security Documents), any and Collateral Agreement is effective all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Issuer and the Guarantors under this Indenture, the Securities and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Administrative Agent, Collateral Agents for the benefit of the Secured Parties. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Collateral for purposes of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000this Indenture.

Security Documents. (a) The Except with respect to any Foreign Intellectual Property, the Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) (except, when stock certificates representing such Pledged Stock are delivered as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally (other than the Administrative Agent, and in the case provisions of the other Collateral described United States Bankruptcy Code conferring hypothetical lien creditor status upon a bankruptcy trustee), general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement as and to the extent a certificate represents such interests) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Restatement Effective DateGroup Member in such Pledged Equity Interests, in each case prior and superior in right to any other Person (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law), and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 5.19(a), the extent such filings are effective to perfect a security interest in such Collateral, Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageIntellectual Property), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, in each case, other than with respect to Liens securing Indebtedness)expressly permitted by Section 8.3. Schedule 1.1F listsIn connection with Collateral consisting of deposit accounts, as the applicable Loan Party has taken all actions necessary or desirable to establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000UCC) over such accounts.

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution (or in the case of Commercial Tort Claims, upon completion and delivery of a pledge supplement with respect thereto as provided in Section 5.15 of the Guarantee and Collateral Agreement) will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and proceeds thereofqualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction). In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Administrative AgentCollateral Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateor any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19, the Guarantee and Collateral Agreement shall constitute Agent, for the benefit of the Secured Parties, shall, under New York law, or in the case of the U.K. Security Documents or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent (x) (in the case of New York law) perfection can be obtained by filing a Uniform Commercial Code financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the proceeds thereoflaws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (iLiens permitted by Section 7.2) subject in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case Intellectual Property that is the subject of Pledged Stock, statutory Liens any application or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located registration in the United States Patent and held by Trademark Office or the Borrower United States Copyright Office (other than intent-to-use trademark applications filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051 (the “Xxxxxx Act”), prior to the filing and acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Xxxxxx Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Xxxxxx Act with respect thereto or any Trademark issued as a result of its Subsidiaries that has a valuesuch application under applicable law), to the recordation of Intellectual Property Security Agreements in the reasonable opinion of the BorrowerUnited States Patent and Trademark Office and/or United States Copyright Office, in excess of $5,000,000as appropriate.

Security Documents. (a) The Guarantee Pledge and Collateral Security Agreement is effective to create create, in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid valid, binding and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined thereof and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and (i) in the case of the other Pledged Collateral described (as defined in the Guarantee Pledge and Security Agreement) consisting of Instruments (as defined in the Pledge and Security Agreement) and Certificated Securities (as defined in the Pledge and Security Agreement), upon the earlier of (A) when such Pledged Collateral Agreement as of (in each case properly endorsed for transfer to the Restatement Effective Date, Collateral Agent or in blank) is delivered to the Collateral Agent (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3 (Filings) to the extent such filings are effective to perfect Pledge and Security Agreement, (ii) in the case of all Collateral in which a security interest in such Collateralmay be perfected by filing a financing statement under the UCC, the Guarantee completion of the filings and other actions specified on Schedule 3 (Filings) to the Pledge and Security Agreement (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (iii) the execution and delivery of Securities Account Control Agreements with respect to Investment Property (as defined in the Pledge and Security Agreement) not in certificated form, (iv) the execution and delivery of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office, the Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as . Such security interest shall be prior to all other Liens on the Collateral except for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Customary Permitted Liens and (ii) in having priority over the case Collateral Agent’s Lien by operation of Pledged Stock, statutory Liens law or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, otherwise as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000permitted under this Agreement.

Security Documents. (a) The Guarantee From and Collateral Agreement is effective to create in favor after the Issue Date and upon the execution and delivery of the Administrative AgentIntercreditor Agreements (or joinders thereto) and the Security Documents, the due and punctual payment of the principal of, premium, if any, Additional Interest, if any, or interest on any series of Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, Additional Interest, if any, or interest on such series of Notes and performance of all other Obligations of the Covenant Parties to the Holders or the Trustee under this Indenture, such Notes, the related Note Guarantees, the Intercreditor Agreements and the Security Documents with respect to such series of Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Covenant Parties hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders of such series of Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as defined the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Guarantee Intercreditor Agreements, and authorizes and directs the Notes Collateral Agreement)Agent to enter into the Security Documents and the Intercreditor Agreements or joinders thereto on the Issue Date, a legaland at any time after the Issue Date, valid if applicable, and enforceable to perform its obligations and exercise its rights thereunder in accordance therewith. Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementNotes secured hereby, when stock certificates representing such Pledged Stock are delivered according to the Administrative Agentintent and purposes herein expressed. The Issuers and Covenant Parent shall, and in the case of shall cause the other Collateral described in Covenant Parties to, take any and all actions and make all filings (including the Guarantee and Collateral Agreement as filing of the Restatement Effective DateUCC financing statements, when financing continuation statements and other filings specified on Schedule 4.17 in appropriate form are filed in amendments thereto) required to cause the offices specified on Schedule 4.17 Security Documents to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee create and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofmaintain, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesother Covenant Parties to the secured parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Lien and security interest in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each on all of the Mortgage Amendments will be effective Collateral (subject to continue the terms of the Intercreditor Agreements and the Security Documents), in favor of the Administrative Agent, Notes Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Holders and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right Trustee subject to any other Person (except for any Permitted Lien no Liens other than Liens securing Indebtedness)Permitted Liens. Schedule 1.1F lists, as It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the laws of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000non-U.S. jurisdiction.

Security Documents. (a) The Guarantee and Collateral Agreement is and the Texas Genco Security Agreement are effective to create in favor of the Administrative Agentapplicable Collateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In , subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, applicable Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement and the Texas Genco Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Stateshereunder, in each case prior and superior in right to the rights of any other Person (except (i) except, in the case of all Collateral other than Pledged StockSecurities, with respect to Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement and each Foreign Pledge Agreement is effective to create in favor of the Administrative Senior Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Each Blocked Account Control Agreement is effective to create in favor of the Interim Administrative Agent, for the benefit of the "secured parties" as defined in the Interim Credit Agreement, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentSenior Collateral Agent or such other actions specified in each Foreign Pledge Agreement in respect of Borrower’s UK and Irish first-tier Subsidiaries are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (other than deposit accounts) when financing statements and other filings specified on Schedule 4.17 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.17 to 5.19(a) of the extent such filings are effective to perfect a security interest in such CollateralDisclosure Letter, the Guarantee and Collateral Agreement and each such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSenior Obligations, in each case prior and superior in right to any other Person (except except, (ix) in the case of the Blocked Accounts, Liens in favor of the Interim Administrative Agent and (y) in the case of Collateral other than Pledged StockStock and the Blocked Accounts, Permitted Liens and (ii) in permitted by Section 8.3). In the case of Pledged StockCollateral described in the Blocked Account Control Agreements, statutory Liens or nonconsensual Liens); when each Blocked Account Control Agreement is executed and (b) when executeddelivered by all parties thereto, each of the Mortgage Amendments will be effective to continue in favor of the Interim Administrative Agent, for the benefit of the Lenders"secured parties" as defined in the Interim Credit Agreement, shall have a legalfully perfected Lien on, valid and enforceable Lien on security interest in, all right, title and interest of the Mortgaged Properties described therein Borrower in such Collateral and the proceeds thereof, and when as security for the Mortgage Amendments are accepted for recording Interim Obligations (as defined in the Interim Credit Agreement), prior and superior in right to any other Person except as provided under the applicable recording officesBlocked Account Control Agreement with respect to the securities intermediary a party thereto. In the case of Collateral that consists of deposit accounts, each when a Control Agreement is executed and delivered by all parties thereto with respect to such Mortgage accounts, the Senior Collateral Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereofproceeds, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of provided under the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in applicable Control Agreement with respect to the United States and held by the Borrower or any of its Subsidiaries that has securities intermediary a value, in the reasonable opinion of the Borrower, in excess of $5,000,000party thereto.

Security Documents. The provisions of each of the Security Documents (awhether executed and delivered prior to or on the Closing Date or thereafter) The Guarantee are and Collateral Agreement is will be effective to create in favor of the Administrative Collateral Agent, for its benefit and the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, upon all right, title and interest of each Credit Party that is a party thereto in and to the Loan Parties in such Collateral purported to be pledged, charged, mortgaged or assigned by it thereunder and described therein, and upon (i) the proceeds thereofinitial Borrowing on the Closing Date, as security for (ii) the Obligations (as defined filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the Guarantee jurisdictions specified therein, (iii) with respect to United States copyright registrations, United States patents and Collateral Agreement) under the laws of the pending patent applications, and United StatesStates federal trademark registrations and trademark applications, in each case prior case, the recordation of an appropriately completed Intellectual Property Security Agreement in the U.S. Patent and superior in right to any other Person Trademark Office or U.S. Copyright Office, as applicable, (except iv) the filing, recording, notification or registration of the applicable Security Documents (iincluding, without limitation, mortgages, deeds of trust and assignments) in or with the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording appropriate local registries in the applicable recording officesjurisdictions and the giving of notice of an assignment to the debtor, each (v) the possession by the Collateral Agent of any certificates evidencing the certificated securities pledged thereby, duly endorsed or accompanied by duly executed stock powers (where applicable), and (vi) the execution and delivery of the account control agreements (where applicable), such Mortgage security interest and Lien shall constitute a fully perfected Lien on, and first priority security interest in, all in and Lien upon such right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)applicable Credit Parties, in each case prior and superior in right to any other Person (except for any such Collateral, to the extent that such security interest and Lien can be perfected by such filings, actions, giving of notice and possession, subject only to Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Prior Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.01 and (iiiii) in Liens having priority by applicable Requirements of Law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Security Documents.

Security Documents. (a) The Guarantee US Security Agreement creates in favor of the Collateral Agent, for the benefit of the Administrative Agent and the other Credit Parties, a valid and enforceable security interest in the Collateral (as defined in the US Security Agreement); the US Intellectual Property Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Administrative Agent and the other Credit Parties, a valid and enforceable security interest in the IP Collateral (as defined in the US Intellectual Property Security Agreement); the Intellectual Property Security Agreement creates in favor of the Euro Administrative Agent (as defined in the Intellectual Property Security Agreement), for the benefit of the Euro Credit Parties (as defined in the Intellectual Property Security Agreement), a valid and enforceable security interest in the IP Collateral (as defined in the Intellectual Property Security Agreement); each Luxembourg Share Pledge Agreement creates in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Credit Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations Shares (as defined in the Guarantee and Collateral such Luxembourg Share Pledge Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue Canadian Pledge Agreement creates in favor of the Administrative Agent, for the benefit of the LendersCredit Parties, a legal, valid and enforceable Lien security interest in the Pledged Collateral (as defined in the Canadian Pledge Agreement), in each case the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The UCC financing statements and other filings delivered by the Loan Parties on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Closing Date are accepted in appropriate form for recording filing in the applicable recording offices. Upon such filings and/or the obtaining of “control” (as such term is defined in the UCC) to the extent required by the Loan Documents, each such Mortgage shall constitute the Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in all Collateral that may be perfected in the Mortgaged Properties United States, Canada and Luxembourg by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds thereof, as security for of such Collateral subject to the Obligations (as defined limitations relating to such proceeds in the relevant MortgageUCC), in each case . Such Lien and security interest will be prior and superior in right to any other Person (except for Lien on any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective DateCollateral, each parcel of owned real property and each leasehold interest in real property located except in the United States and held by the Borrower or any case of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Permitted Encumbrances.

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Administrative Collateral Agent) or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateor any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.17 5.19 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.19, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in Liens permitted by Section 8.3). In the case of Collateral other than Pledged Stockthat consists of deposit accounts, Permitted Liens when a Control Agreement is executed and (ii) in delivered by all parties thereto with respect to such accounts, the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of provided under the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in applicable Control Agreement with respect to the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000financial institution party thereto.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest under U.S. law in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Guarantor (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 5.8 of the Guarantee and Collateral Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements (to the extent such personal property may be perfected through the filing of a UCC financing statement) and other filings specified on in Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Except as set forth on Schedule 1.1F lists4.19(a), as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion none of the Borrower, in excess the Parent Guarantors or any Subsidiary Guarantor that is a limited liability company, exempted limited partnership or partnership own any Capital Stock of $5,000,000a Subsidiary that is a not Certificated Security.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In Subject to the terms of Section 5.9(c) in the case of (i) the Pledged Capital Stock as defined and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative AgentCollateral Trustee, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Trustee of such Collateral, and in the case of (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement Security Documents as to which a security interest can be perfected by filing of the Restatement Effective Datea UCC financing statement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and such other filings as are specified by the Collateral Agreement have been completed, the Lien on Schedule 4.17 the Collateral created by the Collateral Agreement shall (to the extent such filings are effective to perfect a security interest in such Collateral, so required by Section 5.9(c) and the Guarantee and Collateral Agreement shall Security Documents) constitute a fully perfected Lien in favor of the Collateral Trustee for the benefit of the Secured Parties on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Liens of any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and Collateral described in the Guarantee and Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), in the case of Deposit Accounts, when Deposit Account Control Agreements are entered into by the Administrative Agent (or, so long as the Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Administrative Agent pursuant thereto for purposes of establishing control (as such term is defined in Section 9-104 of Article 9 of the UCC) over such Collateral, the ABL Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than registered copyrights and copyright applications), when financing statements and other filings specified described on Schedule 4.17 in appropriate form 3.17 are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral3.17, the Guarantee and Collateral Agreement Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (Obligations, in each case to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing Pledged Collateral, the Guarantee and Collateral Agreement) under execution of Deposit Account Control Agreements or the laws of the United Statesfiling Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person person (except (i) except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens expressly permitted by Section 6.02 and (ii) in the case Liens having priority by operation of Pledged Stock, statutory Liens or nonconsensual Lienslaw); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee Subject to (y) in the case of the Debtors, the entry of the Orders and Collateral Agreement is (z) in the case of UK Loan Parties and UK Security Documents, the UK Legal Reservations and the UK Perfection Requirements, each of the Security Documents are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties a legal, valid, and enforceable security interest in all right, title and interest of the Loan Parties party thereto in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, has a legal, valid and enforceable fully perfected security interest in all right, title and interest in all of the Collateral described therein and proceeds thereof. In therein, with (A) in the case of the Pledged Stock Debtors, such priority as defined and described provided for in the Guarantee Orders and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and (B) in the case of the other Loan Parties, first priority, and in each case subject to Permitted Liens. In the case of Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateowned by Subsidiary Guarantors that are Domestic Subsidiaries which are not Debtors, (A) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 in the schedules to the extent such filings are effective to perfect a security interest in such CollateralPledge and Security Agreement, the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties such Subsidiary Guarantors in such Collateral and and, subject to Section 9-315 of the New York Uniform Commercial Code (to the extent applicable), the proceeds thereof, as security for the Obligations (as defined in to the Guarantee and Collateral Agreement) under the laws of the United Statesextent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other Person person (except Permitted Liens) and (iB) the recordation of (x) the grant of security interest in U.S. Patents, if applicable, and (y) the grant of security interest in U.S. Trademarks, if applicable, in the case of Collateral other than Pledged Stock, Permitted Liens respective form attached to the Pledge and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Security Agreement, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States Patent and held Trademark Office, together with filings on Form UCC-1 made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Borrower or any Pledge and Security Agreement, and the recordation of its Subsidiaries that has a valuethe grant of security interest in U.S. Copyrights, if applicable, in the reasonable opinion of form attached to the BorrowerPledge and Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in excess of $5,000,000the United States copyrights covered by the Pledge and Security Agreement.

Security Documents. (ai) The Guarantee results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and Collateral Agreement is effective authorized to create file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of the Administrative Agent, for the benefit Agent on behalf of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in perfected first-priority Lien on the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee Security Agreement, subject to no other Liens except for Permitted Encumbrances, including the receipt of fully executed Control Agreements as required hereby, and the Collateral Agreement Access Agreements required to be delivered pursuant to the Security Agreement. (iii) The results, dated as of a recent date prior to the Effective Date, of searches conducted in the PPSA filing records in the provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in Date after giving effect to the offices specified on Schedule 4.17 Transactions to the extent required to be pledged pursuant to the Security Agreement, and instruments of transfer, endorsed in blank, with respect to such filings are effective promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or their equivalent required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect a security interest in such Collateralthe Liens intended to be created under the Security Agreement, Canadian Security Agreement, the Guarantee and Collateral German Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of or the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Swiss Security Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined and Stock, if any, described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock together with applicable endorsements are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement as and with respect to which a security interest can be perfected by the filing of the Restatement Effective Datea financing statement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a) and the other actions, if any, set forth on Schedule 3 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement have been taken, the Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liensexpressly permitted to have priority by Section 7.3); and (b) when executed, each . As of the Mortgage Amendments will be effective to continue in favor Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. As of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower no Loan Party that is a limited liability company or partnership has any of its Subsidiaries Capital Stock that has is a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Certificated Security.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The Guarantee the Security Agreement, duly executed and Collateral Agreement is effective to create in favor of delivered by the Borrower, each other Loan Party and the Administrative Agent, for (b) certificates, if any, representing the benefit of the Secured Parties Pledged Equity (as defined in the Guarantee Security Agreement) accompanied by undated stock powers executed in blank and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of instruments evidencing the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations Debt (as defined in the Guarantee and Collateral Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the laws of the United StatesAdministrative Agent to be filed, registered or recorded in each case prior and superior in right order to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable perfected Lien on the Mortgaged Properties collateral described therein and proceeds thereoftherein, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement as Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Restatement Effective DateTerm Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement), and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to in the extent such filings are effective to perfect a security interest in such CollateralPerfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in party to the Guarantee and Collateral Agreement) under Agreement in such Collateral to the laws of the United States, in each case prior and superior in right to any other Person extent perfection can be obtained by filing Uniform Commercial Code financing statements (except (i) in the case of Collateral other than Pledged StockPatents, Permitted Liens Trademarks and (ii) Copyrights described in the case of Pledged Stock, statutory Liens or nonconsensual LiensSection 3.19(b); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien person, other than (x) the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Obligations.

Security Documents. (a) The Guarantee and Each of the Collateral Agreement, each UK Collateral Agreement (when executed and delivered) and each Israeli Collateral Agreement (when executed and delivered) is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In As of the Closing Date, in the case of the Pledged Stock as defined and Collateral described in the Guarantee and Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the applicable Security Document are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property (as of defined in the Restatement Effective DateCollateral Agreement)), when financing statements and other filings specified on Schedule 4.17 in appropriate form the Perfection Certificate are filed in the offices specified on Schedule 4.17 to in the extent such filings are effective to perfect a security interest in such CollateralPerfection Certificate, the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined to the extent perfection in the Guarantee and such Collateral Agreement) under the laws of the United Statescan be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other Person person (except (i) in for Permitted Liens). In the case of Collateral described in any Israeli Collateral Agreement (other than Pledged Stockthe Israeli Share Pledge), Permitted Liens and (ii) in when filed with the case Israeli Registrar of Pledged StockCompanies, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments first ranking floating charge created under such Israeli Collateral Agreement will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, first ranking floating charge in all rightrights, title and interest of the applicable Israeli Subsidiary Loan Parties Party in such Collateral (subject to Permitted Liens), if filed with the Israeli Registrar of Companies within 21 days of execution thereof; and in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined case of Collateral described in the relevant Mortgage)Israeli Share Pledge, when filed with the Israeli Registrar of Pledges, the first ranking fixed charge created under the Israeli Share Pledge will constitute a fully perfected first ranking fixed charge in each case prior all rights, title and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as interest of the Restatement Effective Date, each parcel of owned real property and each leasehold interest Borrower in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000such Collateral (subject to Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein ( including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee Subject to the entry of the DIP Orders and Collateral Agreement is subject to any restrictions arising on account of the Borrower’s or any Subsidiary’s status as a “debtor” under the Bankruptcy Code, the Security Documents are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when When stock certificates representing such Pledged Stock Collateral are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral (other than the Mortgages described in the Guarantee and Collateral Agreement as of the Restatement Effective Datebelow), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateralappropriate offices, the Guarantee and Collateral Agreement Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral (to the extent such Collateral can be perfected by the actions described above) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesDIP Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, subject only to Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each . Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)DIP Obligations, in each case prior and superior in right to any other Person (except for any subject only to Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) (or certificates or notes, when stock certificates representing as applicable, presenting such Pledged Stock are delivered to Collateral) and the Administrative Agentproceeds thereof except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law), implied covenants of good faith and in fair dealing and by applicable Gaming Laws (including licensing, qualification and suitability approvals required by any Gaming Authority) and (i) when the case of the other Pledged Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement as shall (subject to the further requirements of relevant Gaming Authorities) constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Restatement Effective DateLoan Parties in such Pledged Collateral to the extent that a Lien in such Pledged Collateral can be perfected by delivery, in each case prior and superior in right to any other person (except with respect to (A) Liens expressly permitted under Section 6.02 and (B) Liens having priority by operation of law), and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 3.18(a), the extent such filings are effective to perfect a security interest in such Collateral, Lien created under the Guarantee and Collateral Agreement shall will (subject to the further requirements of relevant Gaming Authorities) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent that a Lien in such Collateral can be perfected by filing of financing statements (other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted other Collateral with respect to which possession or control is required for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageperfection), in each case prior and superior in right to any other Person (except for any Permitted Lien person, other than with respect to (A) Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property expressly permitted by Section 6.02 and each leasehold interest in real property located in the United States and held (B) Liens having priority by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000law.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.01 and (iiiii) in Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in Obligations) to the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described as defined therein and proceeds thereof. In the case of (i) the Pledged Stock as defined and Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock Collateral are delivered to the Administrative Agent, and in (ii) the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateUCC Collateral, when financing statements and other filings specified on Schedule 4.17 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to 3.19(a), (iii) in the extent case of Collateral Deposit Accounts and Lock Boxes (as such filings terms are effective to perfect a security interest defined in the Guarantee and Collateral Agreement), upon the depository in which such accounts or lock boxes are maintained agreeing that it will comply with the instructions originated by the Administrative Agent directing disposition of the funds or items in such Collateralaccounts or lock boxes without further consent from the owner of such accounts or lock boxes, and (iv) the Registered Intellectual Property described in the Guarantee and Collateral Agreement, when (A) the security interests granted in the Guarantee and Collateral Agreement in Patents, Trademarks and Copyrights are recorded in the applicable Intellectual Property registries, including United States Patent and Trademark Office and the United States Copyright Office and (B) when financing statements are filed in such Borrower or Guarantor’s jurisdiction of organization, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Guarantors in such Pledged Collateral, UCC Collateral, Collateral Deposit Accounts, Lock Boxes, Registered Intellectual Property and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valueexcept, in the reasonable opinion case of Collateral other than Pledged Collateral, Liens permitted by Section 6.2) subject to the Borrower, in excess of $5,000,000Intercreditor Agreement.

Security Documents. The Security Documents, (ai) The Guarantee when executed and Collateral Agreement is effective to delivered, will create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lender, a legal, valid and enforceable security first priority Lien on all of Borrower’s right, title and interest in and to the Collateral described therein and the proceeds thereof. In thereof and (ii) from and after the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement First Amendment Effective Date, will create in favor of Lender, a legal, valid and enforceable Lien on all of Borrower’s right, title and interest in and to the Inventory Collateral and the proceeds thereof, (in each case subject only to Permitted Liens), and when financing statements and other filings specified on Schedule 4.17 in appropriate form the Security Documents are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral2.10 hereto, the Guarantee proper amount of mortgage recording or similar taxes (if any and if not paid as a result of an exemption under 11 U.S.C. 1146(c)) are paid and when the UCC financing statements relating to fixtures, Assigned Lease Proceeds, Inventory Collateral Agreement and all Proceeds (as defined in the UCC) [relating to]of any of the foregoing are duly filed with the filing offices listed on Schedule 2.10 hereto and in Delaware, the Security Documents shall constitute a fully perfected Lien first priority Liens on, and fully perfected first priority (or, in the case of (x) Inventory Collateral, junior to the Liens in favor of the lenders under the Working Capital Facility and (y) the Additional Property, junior only to the Liens in favor of the mortgagee of such property (if any) as in effect as of the Closing Date) security interest interests in, all right, title and interest of Borrower in the Loan Parties in such Collateral and the Inventory Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right subject only to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock as defined and described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or, prior to the Administrative Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 3.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the extent such Security Documents have been completed (all of which filings are effective to perfect a security interest in such Collateralmay be filed by Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesobligations secured thereby, in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or nonconsensual Liens)prior to the Funding Date; and (b) when executedon or prior to the Funding Date, each of the Mortgage Amendments Borrower will be effective have delivered to continue in favor of the Administrative Agent, for or caused to be filed, duly completed UCC termination statements, signed by the benefit relevant secured party, in respect of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000UCC Financing Statement.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative CAA Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock as defined and described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Collateral Agent and, in the Administrative case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the extent such Guarantee and Security Agreement have been completed (all of which filings are effective to perfect a security interest in such Collateralmay be filed by CAA Collateral Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as of debtor and (ii) will remain on file after the Restatement Effective Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the Borrower or any of its Subsidiaries that has a valuerelevant secured party, in the reasonable opinion respect of the Borrower, in excess of $5,000,000each such UCC Financing Statement.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Pledge Agreement) and, when stock certificates representing such Pledged Stock are the Collateral is delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, on all right, title and interest of the Loan Parties pledgor thereunder in such Collateral and to the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesextent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted with respect to Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and expressly permitted by Section 6.02. (b) when executed, each of the Mortgage Amendments will be The Security Agreement is effective to continue create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording security interest in the applicable recording officesCollateral (as defined in the Security Agreement) in which a Lien may be perfected by filing a financing statement and, each such Mortgage when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant MortgageSecurity Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, other than with respect to Liens securing Indebtedness)expressly permitted by Section 6.02. Schedule 1.1F lists, as of (c) When the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located Security Agreement is filed in the United States Patent and held Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a Lien may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Borrower or any of its Subsidiaries that has a valueLoan Parties after the date hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in the reasonable opinion favor of the BorrowerAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in excess each case prior and superior in right to any other person, other than with respect to the rights of $5,000,000Persons pursuant to Liens expressly permitted by Section 6.02. SECTION 3.17.

Security Documents. (a) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agentprincipal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as defined may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Guarantee Trustee and Collateral Agent, if applicable to enter into the Security Documents and the Junior Intercreditor Agreement, if any, at any time, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding after the Conversion Date), a legal(x) the perfection, valid priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any Second Lien Obligations of any series or any Security Document. The Issuer shall deliver to the Trustee and enforceable the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined Notes secured hereby, according to the intent and described purposes herein expressed. On or following the Conversion Date, the Issuer and the Grantor (and if the Staggered Emergence is undertaken, with respect to any Designated Entity that is an Other Obligor before the Conversion Date, on or promptly following the date such Designated Entity becomes a Restricted Subsidiary of the Issuer after the Conversion Date, such Designated Entity) shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Guarantee Collateral and cause the Collateral AgreementRequirement to be and remain satisfied, when stock certificates representing such Pledged Stock provided that for so long as there are delivered outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the Administrative Agent, and perfection of security interests in the case of the other Collateral described Security Documents in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective not required to perfect a security interest in such Collateral, be taken with respect to the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Applicable Credit Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties in the Collateral described therein and the proceeds thereof. In , to the case of extent a security interest therein can be created under the New York UCC, and (ax) when the Pledged Stock as defined and described in Collateral is delivered to the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement as shall, to the extent such Lien can be perfected under the Uniform Commercial Code in effect in the jurisdiction of the Restatement Effective Dateapplicable Loan Party, constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, (bsubject to Permitted Liens, (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, subject to Permitted Liens, and (cz) except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Uniform Commercial Code in effect in the jurisdiction of formation of the applicable Loan Party, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 3.19, the extent such filings are effective to perfect a security interest in such Collateral, Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesall Collateral, in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person (except (i) in the case of Collateral Person, other than Pledged Stockwith respect to Liens expressly permitted by Section 6.02; provided that, Permitted notwithstanding any Liens and permitted by Section 6.02, there are no such prior or superior Liens on any Management Fees (ii) in or the case of Pledged Stockright to receive Management Fees), statutory Equity Interests or, except for Liens or nonconsensual Lienspermitted by Section 6.02(a); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Intellectual Property, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessthe extent constituting Collateral). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as defined applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Intellectual Property registrations and applications described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are delivered made with respect to the Administrative security interest of the Collateral Agent, and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than Excluded Collateral, deposit accounts and securities accounts), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (as such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 7 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the proceeds thereoffilings specified on Schedule 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 which by operation of law or contract would have priority over the Liens securing the Obligations and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held extent required by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee Each of the Security Documents is (or, when duly and Collateral Agreement is validly authorized, executed and delivered by all parties thereto will be) effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest interest, subject to (x) the terms of the ABL/Term Loan Intercreditor Agreement, the Liens granted under the Revolving Facility Documents (if any), (y) the terms of the First Lien/Second Lien Intercreditor and Subordination Agreement, the Liens granted under the Second Lien Loan Documents, and (z) the other Permitted Liens in the Collateral described herein and therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Pledged Capital Stock as defined and described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative Collateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.17 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.17 to 5.19(a), as the extent such filings are effective to perfect a security interest in such Collateralcase may be, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereofthereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock(x) Liens granted under the Revolving Facility Documents (if any), Permitted Liens to the extent provided in the ABL/Term Loan Intercreditor Agreement and (iiy) in the case of Pledged Stock, statutory other Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted hereunder). Other than as set forth on Schedule 1.1F lists5.19(a), as of the Restatement Effective DateClosing Date after giving effect to the Transactions, each parcel none of owned real property and each leasehold interest in real property located in the United States and held by the Capital Stock of Borrower or any of its Subsidiaries Subsidiary Guarantor that has is a value, in the reasonable opinion of the Borrower, in excess of $5,000,000limited liability company or partnership is a Certificated Security.

Security Documents. (a) The Following the Separation, the due and punctual payment of the Obligations on the Securities and the Obligations of the Company and the Subsidiary Guarantors under the Subsidiary Guarantees, and all other Parity Lien Obligations, and the performance of all other payment obligations of the Company and the Subsidiary Guarantors under the Note Documents, when and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities and any Subsidiary Guarantee and Collateral Agreement is effective to create in favor performance of all other Obligations of any of the Administrative AgentCompany and any Subsidiary Guarantor to the Holders of Securities or the Trustee under the Note Documents according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), will be secured by second-priority Liens on the Collateral granted to the Collateral Trustee for the benefit of the Secured Parties (holders of Securities and future other Parity Lien Obligations. As of the Separation Date, except as defined otherwise provided in the Guarantee and Collateral Intercreditor Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case will include all of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case assets of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Company and the proceeds thereofSubsidiary Guarantors that are subject to a Lien securing Priority Lien Obligations, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right other than cash collateral to any other Person (except (i) in issuers of letters of credit pursuant to the case Priority Lien Documents rather than holders of Collateral other than Pledged Stock, Permitted Liens and all Priority Lien Obligations or (ii) in with respect to any letters of credit issued pursuant to the case of Pledged StockPriority Lien Documents, statutory Liens or nonconsensual Liens); and (b) when executed, each of to the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, Priority Lien Agent for the benefit of the Lendersholders of Priority Lien Obligations as a whole. For all purposes of this Indenture, a legalall references to “second-priority” Liens means Liens that may be junior in priority to the Liens securing Priority Lien Obligations, valid and enforceable Lien on to the Mortgaged Properties described therein and proceeds thereofextent permitted to be incurred or to exist under the Intercreditor Agreement, and when to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F listsJunior Lien Obligations, as of to the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in extent permitted to be incurred or to exist under the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Note Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement as Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Restatement Effective DateTerm Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement), and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to in the extent such filings are effective to perfect a security interest in such CollateralPerfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in party to the Guarantee and Collateral Agreement) under Agreement in such Collateral to the laws of the United States, in each case prior and superior in right to any other Person extent perfection can be obtained by filing Uniform Commercial Code financing statements (except (i) in the case of Collateral other than Pledged StockPatents, Permitted Liens Trademarks and (ii) Copyrights described in the case of Pledged Stock, statutory Liens or nonconsensual LiensSection 3.19(b); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien person, other than (x) the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement and (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Obligations.

Security Documents. The Borrower shall cause the following documents to be duly authorized, executed and delivered to the Administrative Agent on behalf of the Lenders to secure the Obligations, which documents are to be in form and substance satisfactory to the Administrative Agent and the Lenders: (a) The Guarantee a general security agreement creating a first priority security interest, subject only to Permitted Liens, in all of the personal property, assets and Collateral Agreement undertaking of the Borrower, Tricon US Rental Canada and any other Guarantor that is effective not directly or indirectly connected to create the investment advisory business of the Borrower, excluding the Excluded Assets; (b) a security agreement creating a first priority security interest, subject only to Permitted Liens, in favor all Accounts and other Debts, Instruments, Deposit Accounts, Securities Accounts and certain other Investment Property (each as defined therein) of each Guarantor that is directly or indirectly connected to the investment advisory business of the Borrower, excluding the Excluded Assets; (c) cash collateral agreements in respect of all of the Borrower’s and the Guarantor’s deposit accounts maintained with Royal, and blocked account agreements and/or control agreements in respect of each of the Borrower’s and the Guarantors’ (as applicable) deposit accounts and securities accounts maintained with the respective third-party account banks and securities intermediaries identified in the Security Documents (collectively, the “Designated Accounts” and each a “Designated Account”); provided that, if any account bank or securities intermediary does not agree to enter into a blocked account agreement or control agreement, as applicable, with the Administrative Agent in respect of such account(s), the Borrower shall, or shall cause the applicable Guarantor to, (a) transfer such account(s) to Royal or to an alternate account bank or securities intermediary, as applicable, that agrees to enter into a blocked account agreement or control agreement, as applicable, with the Administrative Agent, for and (b) provide the benefit of the Secured Parties (as defined Administrative Agent with evidence, in the Guarantee form and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered substance satisfactory to the Administrative Agent, and in the case acting reasonably, of the other Collateral described in the Guarantee and Collateral Agreement as closure of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liensaccount(s); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.;

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral). The Canadian Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral AgreementAgreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative AgentCollateral Agent (or, and in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement as of and the Restatement Effective DateCanadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices 149 |US-DOCS\115543490.9|| specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective to perfect a security interest specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such Collateralother filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSecured Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens extent required by the Guarantee and Collateral Agreement or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofCanadian Collateral Agreement, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000applicable.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described Equity Interests (as defined in the Guarantee and Collateral Agreement), to the extent certificated, are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement as shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Restatement Effective DateLoan Parties in such Pledged Equity Interests, prior and superior in right to any other Person other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 3.19(a), the extent such filings are effective to perfect a security interest in such Collateral, Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and (other than Intellectual Property) to the proceeds thereofextent such Liens can be perfected by filing a financing statement, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesUniform Commercial Code, in each case prior and superior in right to any other Person other than (except (ix) in the case of Collateral other than Pledged Stockconsisting of Equity Interests, with respect to Liens (A) that have priority by operation of law, (B) permitted by clause (c) of Section 6.02 or (C) securing Permitted Liens Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and (iiy) in the case of Pledged Stockother Collateral, statutory with respect to Liens (1) permitted by Section 6.02 (other than pursuant to Section 6.02(b), (k) or nonconsensual Liens(z); ) or (2) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and (bPermitted Refinancing Debt in respect thereof) when executed, each that is secured by all or a portion of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, Collateral on a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for pari passu basis with the Obligations (as defined in pursuant to the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Pari Passu Intercreditor Agreement. Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.100

Security Documents. (a) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agentprincipal of, premium and interest on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Securities and performance of all other Obligations of the Issuers and the Guarantors to the Holders, the Notes Collateral Agent and the Trustee under this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Second Lien Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Second Lien Secured Parties and pursuant to the terms of the Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as defined the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Guarantee Intercreditor Agreements, and authorizes and directs the Notes Collateral Agreement)Agent to enter into the Security Documents and the Intercreditor Agreements on the Initial Escrow Release Date, a legaland at any time after the Initial Escrow Release Date, valid if applicable, and enforceable to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined Securities secured hereby and described in the Guarantee and Collateral Agreementthereby, when stock certificates representing such Pledged Stock are delivered according to the Administrative Agentintent and purposes herein expressed. The Issuers shall, and in shall cause the case Restricted Subsidiaries of the other Collateral described in Issuers to, take any and all actions and make all filings (including the Guarantee and Collateral Agreement as filing of the Restatement Effective DateUniform Commercial Code financing statements, when financing continuation statements and other filings specified on Schedule 4.17 in appropriate form are filed in amendments thereto) required to cause the offices specified on Schedule 4.17 Security Documents to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee create and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofmaintain, as security for the Second Lien Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesIssuers and the Guarantors to the Second Lien Secured Parties under this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Lien and security interest in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each on all of the Mortgage Amendments will be effective Collateral (subject to continue the terms of the Intercreditor Agreements and the Security Documents), in favor of the Administrative Agent, Notes Collateral Agent for the benefit of itself, the LendersSecond Lien Secured Parties and the Trustee subject to no Liens other than Permitted Liens. Promptly following the Initial Escrow Release Date, a legalthe Issuers, valid the Guarantors and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofNotes Collateral Agent shall enter into the Security Documents establishing the terms of the security interests with respect to the Collateral, and when the Mortgage Amendments are accepted for recording substantially in the applicable recording officesform delivered to the Term Loan Collateral Agent with appropriate changes. The Issuers and the Guarantors shall take other actions in connection therewith (including, each without limitation, use of commercially reasonable efforts to deliver to the Notes Collateral Agent mortgages, delivery of title insurance policies, surveys, officer’s certificates, opinions of counsel and other documents substantially in the form delivered to the Term Loan Collateral Agent with appropriate changes) within (i) 180 days following the Initial Escrow Release Date or (ii) if the Term Loan Collateral Agent has agreed to a longer period (or extension thereof) (notice of which shall be provided to the Notes Collateral Agent) with respect to the Term Loan Collateral Agent to secure the First Lien Obligations, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest longer period. Upon delivery to the Notes Collateral Agent of the Loan Parties title insurance policies, surveys, officer’s certificates, opinions of counsel and other documents substantially in the Mortgaged Properties form delivered to the Term Loan Collateral Agent, there shall also be delivered to the Notes Collateral Agent an Officers’ Certificate stating that the Issuers and Guarantors have satisfied their obligations under this paragraph, upon which the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Notes Collateral Agent may conclusively rely.

Security Documents. (a) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative AgentPari Passu Lien Notes Obligations, including payment of the principal of, premium, if any, and interest on the Notes when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Pari Passu Lien Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreements. The Company and the Subsidiary Guarantors shall make all filings and recordings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) as defined in are required by the Guarantee Security Documents to create, preserve, maintain or validate (at the sole cost and Collateral Agreement), a legal, valid expense of the Issuer and enforceable the Subsidiary Guarantors) the security interest interests created by the Security Documents in the Collateral described therein and proceeds thereof. In (subject to the case terms of the Pledged Stock Intercreditor Agreements and the Security Documents) as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 a perfected security interest to the extent such filings are effective perfection is required by the Security Documents and within the time frames set forth therein, subject only to perfect a security interest in such CollateralPermitted Liens, and with the priority required by the Intercreditor Agreements, and the other Security Documents. In addition, the Guarantee Trustee and Notes Collateral Agreement Agent shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except have no responsibility or liability (i) in connection with the case acts or omissions of Collateral other than Pledged Stock, Permitted Liens and the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the case Collateral or the perfection and priority of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000interest.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create creates in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) and the proceeds thereof, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agenteffects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and in the case of the other (i) with respect to all Pledged Collateral described (as defined in the Guarantee and Collateral Agreement) to be delivered to the Collateral Agent or, in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Credit Agreement, the Lien created under the Guarantee and Collateral Agreement as will constitute, a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Restatement Effective DateLoan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, when in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the filing of financing statements and other filings specified on Schedule 4.17 in appropriate form are to be filed in the offices specified on Schedule 4.17 3.19(a) (as such schedule may be updated from time to time; provided, that such schedules shall be deemed to be updated when the extent such filings are effective to perfect a security interest Borrower provides the relevant information in such Collateralaccordance with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesas to which perfection may be obtained by such filings, in each case prior and superior in right to any other Person (except (i) in the case of Collateral person, other than Pledged Stockwith respect to Liens expressly permitted by Section 6.02 and, Permitted Liens and (ii) in with respect to the case of Pledged StockABL Facility First Priority Collateral, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the ABL Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case (i) to the extent required herein or in the Security Documents and (ii) prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and except as otherwise not required under the Loan Documents). As of the Closing Date, none of the Capital Stock of any Group Members (iiother than any Immaterial Subsidiary) in the case of Pledged Stock, statutory Liens that is a limited liability company or nonconsensual Liens); and partnership has any Capital Stock that is a Certificated Security. (b) when executed, each Each of the Mortgage Amendments Mortgages delivered after the Closing Date will be be, upon execution, effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted pursuant to Section 7.3). Schedule 1.1F lists(c) Each of the UK Security Documents will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valueapplicable, in the reasonable opinion offices for the applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by Section 7.3). No restriction or condition of law or any agreement exists or applies to the ability of the Borrower, applicable Loan Parties to transfer or grant a security interest in excess of $5,000,000.or charge the Collateral. 4.20

Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In , in the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreementenforceability, when stock certificates subject to Contractual Encumbrances. When any certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreement as of the Restatement Effective Datesecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 6.29 (which financing statements have been duly completed and delivered to the extent such filings are effective to perfect a security interest in such CollateralCollateral Agent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof as security for the Secured Obligations, in each case that is prior and superior in right to any other Person. When executed and delivered by the parties thereto, the Account Control Agreements are effective to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Lien, and to establish “control” (as such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the UCC) over, the securities entitlement(s) described therein, as the case may be. Each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on, and security interest in, the Mortgaged Properties described therein and proceeds thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute, a legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Borrower Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSecured Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, subject only to Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual LiensEncumbrances); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a1) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agentprincipal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as defined the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Guarantee Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Equal Priority Intercreditor Agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement), a legalany of the other Security Documents and this Indenture, valid the applicable Intercreditor Agreement shall control. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and enforceable will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 14.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral described therein and proceeds thereof. In contemplated hereby, by the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds Security Documents or any part thereof, as security from time to time constituted, so as to render the same available for the Obligations security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Guarantors shall, at their sole expense, take all actions (as defined including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Guarantee and Collateral Agreement) Collateral. Such security interests will be created under the laws Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Trustee.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Security Documents create in favor of the Administrative Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, a legal, valid and enforceable security or mortgage interests in the Collateral (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (b) any filings and registrations required under Applicable Law to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other which filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 or recordings shall be made to the extent required by any Security Document) and (c) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries), and the Security Documents constitute, or will upon the filing of financing statements or other instruments within the time periods prescribed under Applicable Law and/or the obtaining of “control” in each case with respect to the relevant Collateral as required under the applicable Uniform Commercial Code or similar legislation of any jurisdiction, to the extent security interests in such Collateral can be perfected by such filings are effective to perfect a security interest in such Collateralor control, the Guarantee and Collateral Agreement shall constitute creation of a fully perfected and enforceable (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and (to the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) extent required under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageSecurity Documents), in each case prior and superior in right to any other Person (Person, except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F listsEncumbrances (x) having priority by operation of Applicable Law on all ABL Priority Collateral, as (y) in favor of the Restatement Effective Date, each parcel of owned real property and each leasehold interest agent under the Term Loan Financing Facility on any Term Loan Priority Collateral or (z) in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion favor of the Borrower, in excess of $5,000,000agent and/or secured parties under any Qualifying Senior Secured Debt on any Qualifying Senior Collateral.

Security Documents. The Liens created by (a) The Guarantee the FI Security Documents, as amended by the FI Security Documents Amendments, are in full force and Collateral Agreement is effective to create effect and constitute first priority (except for Liens expressly permitted by Section 6.02), upon execution of the Security Document Amendments (and, in the case of the FI Security Documents amended and restated by the Fiduciary Transfer Amendment and Restatement, the Fiduciary Assignment Amendment and Restatement, the JAA Fiduciary Transfer Amendment and Restatement or the Lender Fiduciary Assignment Amendment and Restatement, upon registration thereof at the Fiduciary Registration Office - Jakarta Region), perfected security interests in favor of the Administrative FI Trustee, the Security Agent or the JAA Security Agent, as the case may be, for the ratable benefit of the Secured Parties (as defined other than RTZ-IIL), in the Guarantee property and Collateral Agreement)assets stated to be subject to each such FI Security Document, a legalas so amended, valid (b) upon execution thereof and enforceable security interest in the Collateral described therein and proceeds thereof. In the case upon service of notice of the Pledged Stock as defined pledge on the party against whom the pledged rights must be exercised, the FCX Pledge Agreements will be in full force and described effect and will constitute first priority, perfected security interests in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case favor of the other Collateral described in Security Agent for the Guarantee and Collateral Agreement as ratable benefit of the Restatement Effective Date, when financing statements and Secured Parties (other filings specified on Schedule 4.17 than RTZ-IIL) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged StockPTFI Shares, Permitted Liens the FCX Pledged PTII Shares and the Indebtedness owing to FCX pledged thereunder and (ii) on and after the PTMI Put Date, in all the case loans under the Existing PTMI Agreement and all of FCX's rights against PTMI arising as a result of the exercise of the Put Agreement, including the Pledged Stock, statutory Liens or nonconsensual Liens); PTII Shares and the other security pledged in connection with the Existing PTMI Agreement and (bc) when executedupon execution thereof, each of the Mortgage Amendments PTFI Pledge Agreement will be effective to continue full force and effect and will constitute first priority (except for Liens expressly permitted by Section 6.02), perfected security interests in favor of the Administrative Agent, Security Agent for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording Secured Parties (other than RTZ-IIL) in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right Indebtedness owing to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000PTFI pledged thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the any Pledged Stock as defined and described in required to be pledged pursuant to the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected only by possession or control (within the meanings assigned to such terms in the applicable Uniform Commercial Code), when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as with respect to which perfection is governed by filing of the Restatement Effective Datea financing statement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a)(i) (which financing statements have been duly completed and delivered to the extent Administrative Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateralthe Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected security interest in (and, if applicable, Lien on, and security interest in), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) to the extent such security interest can be perfected by the filing of a financing statement pursuant to the applicable Uniform Commercial Code or by possession or control by the Administrative Agent under the laws of the United Statesapplicable Uniform Commercial Code, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) permitted by Section 7.3, and, in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (bpermitted by Section 7.3(a) when executed, each of to the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments extent such Liens are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than the Liens securing Indebtednessgranted under the Security Documents by operation of law). Schedule 1.1F lists, 4.19(a)(ii) lists each UCC Financing Statement that (i) names any Loan Party as of debtor and (ii) will remain on file after the Restatement Effective Closing Date, . Schedule 4.19(a)(iii) lists each parcel of owned real property UCC Financing Statement that (i) names any Loan Party as debtor and each leasehold interest in real property located in (ii) will be terminated on or prior to the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Security Document as secured party and to be the Secured Parties (as defined in the Guarantee agent for and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case representative of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentLenders thereunder, and in each Lender agrees to be bound by the case terms of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement each Security Documents; provided that Administrative Agent shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations not (as defined in the Guarantee and Collateral Agreementa) under the laws of the United States, in each case prior and superior in right enter into or consent to any other Person (except (i) amendment, modification, termination or waiver of any provision contained in any Security Document unless approved in accordance with the case terms of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens Section 9.1 or nonconsensual Liens); and (b) when executed, each release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in this Agreement or the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageSecurity Document), in each case without the prior written consent of the Required Lenders (or, if required pursuant to Section 9.1, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release or subordinate any Lien encumbering any item of Collateral that is the subject of a financing, sale, sale and superior lease back or other disposition of assets permitted by this Agreement or to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have otherwise consented in right writing or (ii) release any Guarantor from the Guaranty if all of the Capital Stock of such Guarantor is sold to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion an Affiliate of the Borrower) pursuant to a sale or other disposition to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have consented in excess writing. Anything contained in any of $5,000,000the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral under any Security Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Security Documents and the Guaranty may be exercised solely by the Administrative Agent for the benefit of Lenders in accordance with the terms thereof and hereof.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock as defined and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than any Deposit Accounts and future Commercial Tort Claims, each as of the Restatement Effective Datedefined therein), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 6.19(a)-1 (which financing statements have been duly completed and delivered to the extent Administrative Agent) and such other filings or agreements as are effective specified on Schedule 3 to perfect a security interest the Guarantee and Collateral Agreement (all documentation in such Collateralrespect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien except, in the case of Collateral other than Pledged Stock, Liens securing Indebtednesspermitted by Section 9.4). Schedule 1.1F lists, 6.19(a) -2 lists each UCC Financing Statement that (i) names any Loan Party as of debtor and (ii) will remain on file after the Restatement Effective Closing Date. Schedule 6.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the Borrower or any of its Subsidiaries that has a valuerelevant secured party, in the reasonable opinion respect of the Borrower, each UCC Financing Statement listed in excess of $5,000,000Schedule 6.19(a)-3.

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is is, and after the execution and delivery thereof, each other Security Document will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofsubject to the third sentence of this paragraph. In the case of any certificated Equity Ownership Interests pledged under the Pledged Stock as defined and described in the Guarantee Guaranty and Collateral Agreement, when stock certificates representing such Pledged Stock certificated Equity Ownership Interests are delivered to the Administrative Agent, in the case of Pledged Notes described in the Guaranty and Collateral Agreement, when the intercompany promissory notes representing such Pledged Notes and in the case of the other Collateral described in the Guarantee Guaranty and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in the opinion delivered pursuant to Section 4.01(g) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.17 Annex B to the extent such filings are effective Guaranty and Collateral Agreement (or otherwise notified to perfect a security interest in such Collateralthe Administrative Agent), the Guarantee Guaranty and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement) under the laws of the United States), subject to no other Liens other than Permitted Liens and in each case prior to and superior in right to any other Person except for such Permitted Liens as have priority under applicable law. The recordation of (except x) the Grant of Security Interest in U.S. Patents and (iy) the Grant of Security Interest in U.S. Trademarks in the case of respective form attached to the Guaranty and Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Agreement, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States Patent and held Trademark Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Borrower or any Guaranty and Collateral Agreement, and the recordation of its Subsidiaries that has a value, the Grant of Security Interest in U.S. Copyrights in the reasonable opinion of form attached to the BorrowerGuaranty and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in excess of $5,000,000the United States copyrights covered by the Guaranty and Collateral Agreement.

Security Documents. (a) The Guarantee Each Lender hereby irrevocably authorizes and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in directs the Collateral described therein Agent to execute and proceeds thereof. In deliver the case of the Pledged Stock as defined and described in Reaffirmation Agreement, the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentLenders Lien Subordination and Intercreditor Agreement (and any reaffirmation thereof), each other Security Document and in the case of the other Collateral described in the European Guarantee and Collateral Agreement as and to carry out the provisions thereof. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such CollateralReaffirmation Agreement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title the European Guarantee and interest Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Loan Parties in such Collateral and the proceeds thereofReaffirmation Agreement, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under Agreement and each other Security Document insofar as they relate to or require performance by the laws of the United StatesLenders, in each case prior and superior in right to any other Person (except specifically including (i) in the case provisions of Article VI of the Guarantee and Collateral other than Pledged StockAgreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds realized from such exercise), Permitted Liens and (ii) in the case provisions of Pledged StockArticles VIII and IX of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent thereunder and providing for the indemnification and the reimbursement of expenses of the Collateral Agent thereunder by the Lenders), statutory Liens or nonconsensual Liens); and (biii) when executedthe provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Document. In the event that the Borrower shall incur Indebtedness to refinance or replace Indebtedness under the First Lien Agreement in compliance with Sections 6.01 and 6.06, each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into an intercreditor agreement on substantially the same terms as those of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid Lenders Lien Subordination and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intercreditor Agreement (as defined in effect at the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as time of such refinancing or replacement) with the Restatement Effective Date, each parcel holders of owned real property and each leasehold interest in real property located in the United States and held by the Borrower such Indebtedness or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000their representative.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties (as defined in Pledgees) following the Guarantee and Collateral Agreement), Delisting a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Pledge Agreement, when stock certificates (i) certificates, if any, representing such Pledged Stock the Collateral described therein are delivered to the Administrative Collateral Agent (or the respective claims for delivery have been assigned to the Collateral Agent) or (ii) such certificates, if any, are deposited in the Securities Account (as defined therein), the Collateral Agent (for the benefit of the Pledgees) following the Delisting shall have a fully perfected Lien on, and security interest in, all right, title and interest of Bidco in such Collateral and the proceeds thereof, as security for the Bridge Obligations. In the case of the other Collateral described in the Guarantee and Collateral Agreement as Bidco Loan Pledge Agreement, when Bidco is notified of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in pledge of the offices specified on Schedule 4.17 Bidco Loan by Parent pursuant to the extent such filings are effective to perfect a security interest in such CollateralBidco Loan Pledge Agreement, the Guarantee and Collateral Agreement Agent (for the benefit of the Pledgees) following the Delisting shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Parent in such the Collateral referred to therein and the proceeds thereof, as security for the Obligations (as defined Bridge Obligations. The security interests referred to in the Guarantee and Collateral Agreement) under the laws of the United States, in each case preceding two sentences are prior and superior in right to any other Person (except (i) in Person; provided that the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations "Bridge Obligations" (as defined in the relevant Mortgage), Senior Subordinated Bridge B Loan Agreement as in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of effect on the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in date hereof) shall be secured on a pari passu basis with the United States and held by Bridge Obligations following the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Delisting.

Security Documents. (a) The Guarantee due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agentprincipal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement and Second Lien Intercreditor Agreement, if any, each as defined may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Guarantee Notes Collateral Agent to enter into the Security Documents and the First Lien Intercreditor Agreement on the Effective Date, and the Security Documents and the Second Lien Intercreditor Agreement, if any, at any time after the Effective Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agreement)Agent copies of all documents required to be filed pursuant to the Security Documents, a legaland will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, valid to assure and enforceable confirm to the Notes Collateral Agent the security interest in the Collateral described therein contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and proceeds thereof. In the case benefit of this Indenture and of the Pledged Stock as defined Notes secured hereby, according to the intent and described purposes herein expressed. On or following the Effective Date and subject to the First Lien Intercreditor Agreement, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Guarantee Collateral, including by causing the Collateral Requirement to be and Collateral Agreementremain satisfied; provided that for so long as there are outstanding any Senior Credit Facility Obligations, when stock certificates representing such Pledged Stock are delivered no actions shall be required to be taken with respect to the Administrative Agent, and perfection of the security interests in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings actions are effective not required to perfect a be taken with respect to the Senior Credit Facilities. Such security interest in such Collateralinterests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and Table of Contents documents. With respect to Collateral constituting Material Real Property, the Guarantee and Issuer shall cause the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Requirement to be satisfied within 90 days after the Loan Parties in Effective Date (or such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held longer period permitted by the Borrower Senior Credit Facilities or any of its Subsidiaries that has a value, in otherwise agreed to by the reasonable opinion of the Borrower, in excess of $5,000,000Bank Collateral Agent).

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicablein the case of the Guarantee and proceeds thereofCollateral Agreement. In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateor any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.17 4.18 in appropriate form are filed in the offices specified on Schedule 4.17 4.18(a), the Collateral Agent, for the benefit of the Secured Parties, shall, under New York law, have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent perfection can be obtained by filing a UCC financing statement or subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and Trademark Office or the United States Copyright Office (other than intent to use Trademark applications), to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, as appropriate, and the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts, securities accounts and/or commodity accounts, each of which are effective listed in Schedules I and II of the Perfection Certificate with appropriate identifying information, when a Control Agreement is executed and delivered by all parties thereto with respect to perfect a security interest in such Collateralaccounts, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in as provided under the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Control Agreement with respect to the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000financial institution party thereto.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.18(a)-1 (which financing statements have been duly completed and executed and delivered to the extent Administrative Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.18(a)-1 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valueexcept, in the reasonable opinion case of Collateral other than Pledged Stock, Liens permitted by Section 7.3) to the extent required by the Guarantee and Collateral Agreement. As of the Borrowerdate hereof, Schedule 4.18(a)-2 lists each Uniform Commercial Code financing statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.18(a)-3 lists each Uniform Commercial Code financing statement that (i) names any Loan Party as debtor and (ii) will be terminated on the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent or made appropriate arrangements for the delivery thereof, or caused to be filed, duly completed Uniform Commercial Code termination statements, signed by the relevant secured party, in excess respect of $5,000,000each Uniform Commercial Code financing statement listed on such Schedule.

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective punctual payment of the Notes and all other Obligations in respect of the Notes and the Indenture, and the other amounts payable to the Trustee, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Administrative Agent, Collateral Agent for the benefit of the Notes Secured Parties Creditors and to provide for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the U.S. Security Agreement and, to the extent required by the Senior Credit Facilities, all real property owned by such Guarantor, in each case, subject to no Liens other than Permitted Liens. If at any time the Company or any Guarantor acquires in fee simple any real property with a fair market value in excess of $1.0 million or any entity which owns in fee simple any real property with a fair market value in excess of $1.0 million becomes a Guarantor, in either case as determined in good faith by the Company’s Board of Directors, the Company or such Guarantor shall grant to the Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage or Amended and Restated Mortgage, as appropriate, on such real property that is not already covered by the Security Documents. All such Mortgages or Amended and Restated Mortgages, as appropriate, shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver a title insurance policy, survey and insurance certificate in form and substance reasonably satisfactory to the Collateral Agent. The Trustee (in its capacity as a secured creditor on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a Note, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and the Indenture, and acknowledge that (i) until such time as all First-Lien Obligations, all commitments and letters of credit under the Senior Credit Facilities and all interest rate protection, currency and other hedging agreements entitled to the benefits of the Security Documents have been paid in full in cash in accordance with the respective terms thereof and/or terminated, the Security Documents may be amended, to the extent set forth therein, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended without the consent of the Trustee or the Holders to add new classes of creditors to the extent such Indebtedness and Liens are permitted hereby. The Trustee (in its capacity as a secured creditor on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in Annex I to the U.S. Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Guarantee U.S. Security Agreement) in respect of the Collateral constitute junior claims separate and Collateral Agreement), apart (and of a legal, valid different class) from the senior claims of the Lender Creditors and enforceable security interest the Other Creditors (as such term is defined in the Collateral described therein and proceeds thereof. In U.S. Security Agreement) against the case Assignors in respect of the Pledged Stock Collateral and (iii) the Obligations under the Senior Credit Facilities and all Primary Obligations and Secondary Obligations (as each such term is defined and described in the Guarantee and Collateral U.S. Security Agreement) include all interest that accrues after the commencement of any case, when stock certificates representing such Pledged Stock are delivered proceeding or other action relating to the Administrative Agentbankruptcy, and insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations respective Secured Debt Agreements (as defined in the Guarantee and Collateral U.S. Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. In the event that any provisions of the Indenture are deemed to conflict with any Security Document, the provisions of such Security Document shall govern. The Trustee and each Holder acknowledge that a release of any of the Collateral or any Lien strictly in accordance with the terms and provisions of any of the Security Documents and the terms and provisions of the Indenture will not be deemed for any purpose to be an impairment of the security under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Indenture.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Collateral, when such Pledged Collateral is delivered (in accordance with the Intercreditor Agreement) to the Administrative Agent or the Term Loan Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, ) and in the case of the other Collateral described in the Guarantee and Collateral Agreement that can be perfected by the filing of such financing statement or other filing, or by the filing and recording of an intellectual property security agreement, as of the Restatement Effective Dateapplicable, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to 4.19(a) and intellectual property security agreements are filed and recorded in the extent such filings are effective to perfect a security interest in such CollateralUnited States Patent and Trademark Office and the United States Copyright Office, as applicable, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Capital Stock, Permitted Liens permitted by Section 7.3 and (ii) in the case of Pledged Collateral consisting of Capital Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of on such Collateral securing the Mortgage Amendments will be effective to continue in favor of obligations outstanding under the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Term Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageDocuments), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located it being understood that subsequent recordings in the United States Patent and held Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications, issued patents, patent applications, and registered copyrights (including exclusive licenses to registered copyrights under which a Loan Party is the licensee) acquired by the Borrower or any of its Subsidiaries that has a value, in Loan Parties after the reasonable opinion of the Borrower, in excess of $5,000,000Closing Date.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The Guarantee the Security Agreement, duly executed and Collateral Agreement is effective to create in favor of delivered by the Borrower, each other Loan Party and the Administrative Agent, for (b) certificates, if any, representing the benefit of the Secured Parties Pledged Equity (as defined in the Guarantee Security Agreement) accompanied by undated stock powers executed in blank and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of instruments evidencing the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations Debt (as defined in the Guarantee and Collateral Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the laws of the United StatesAdministrative Agent to be filed, registered or recorded in each case prior and superior in right order to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable perfected Lien on the Mortgaged Properties collateral described therein and proceeds thereoftherein, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of Lxxxxx & Wxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Administrative Agent.

Security Documents. (a) The Guarantee Collateral Agent, as collateral agent hereunder and Collateral Agreement under the Security Documents, is effective hereby authorized to create in favor act on behalf of the Administrative AgentLenders and the Tranche C Lenders, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents, provided that, unless otherwise expressly provided in this Agreement, the Collateral Agent shall not agree to the release of any Collateral, or any property encumbered by any mortgage, pledge or security interests except in compliance with Section 13.12 hereof. In connection with its role as secured party with respect to the Collateral hereunder, the Collateral Agent shall act, subject to the provisions of Section 2.15 hereof, as collateral agent, for itself and for the benefit of the Secured Parties (Lenders and the Tranche C Lenders, and such role as defined collateral agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other collateral documentation. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Security Interest in the Guarantee Nextel Collateral shall be granted to the Collateral Agent on behalf of all of the Credit Parties as and to the extent set forth in the Security Documents and in Section 2.15 hereof, and the Security Interest in the Collateral Agreement)(other than the Nextel Collateral) shall be granted to the Collateral Agent on behalf of the Senior Credit Parties. Further, a legal, valid the Security Interest in the Tranche C Pre-Funded Interest Account shall be granted to the Collateral Agent on behalf of the Tranche C Lenders as and enforceable to the extent set forth in the Security Documents and in Section 2.15 hereof. The Tranche C Lenders shall not be deemed to have any Lien on or security interest in (whether through the Collateral described therein and proceeds thereof. In the case Agent or otherwise) any of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Nextel Collateral.

Security Documents. Subject to entry of the Interim Order, (a) The Guarantee and each Collateral Agreement is will be effective to create (to the extent described therein and subject, in the case of Collateral Agreements governed by the laws of a jurisdiction located outside of the United States of America, to the Legal Reservations, the Agreed Guaranty and Security Principles with respect to any foreign Loan Party, exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Collateral Agreements) in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties (as defined Parties), in the Guarantee and Collateral Agreement)each case, a legal, valid and enforceable security interest which such Security Document purports to create in the Collateral described therein and proceeds thereof. In As of the Closing Date, in the case of the Pledged Stock as defined and Collateral described in the Guarantee and Collateral AgreementAgreements, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the terms set forth in the applicable Collateral Agreement are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and such applicable Collateral Agreement as of (other than the Restatement Effective DateIntellectual Property), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed or registered, as applicable, in the applicable offices specified on Schedule 4.17 to or system of registration and other actions described in the extent such filings Collateral Agreements are effective to perfect a security interest taken in such Collateralapplicable foreign jurisdictions, the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Legal Reservations, the Agreed Guaranty and Security Principles with respect to any foreign Loan Party, any exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Collateral Agreements) and, subject to Section 9-315 of the New York Uniform Commercial Code (or similar laws in applicable foreign jurisdictions), the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (as defined or similar financing statements or filings or other actions described in the Guarantee and Collateral Agreement) under the laws of the United States, Agreements in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageforeign jurisdictions), in each case prior and superior in right to the Lien of any other Person person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create creates in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) and the proceeds thereof, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agenteffects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and in the case of the other (i) with respect to all Pledged Collateral described (as defined in the Guarantee and Collateral Agreement as Agreement) previously delivered to and in possession of the Restatement Effective DateCollateral Agent or, when in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is Term Loan/Notes Priority Collateral, previously delivered to and in possession of the Senior-Priority Collateral Agent, the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent or the Senior-Priority Collateral Agent in the future will constitute, a fully perfected first priority Lien (or, with respect to the Term Loan/Notes Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the previous filing of financing statements and other filings in the offices specified on Schedule 4.17 3.19(a), the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of financing statements in appropriate form are to be filed in the offices specified on Schedule 4.17 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the extent such filings are effective to perfect a security interest Borrower provides the relevant information in such Collateralaccordance with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and Collateral Agreement shall constitute will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesas to which perfection may be obtained by such filings, in each case prior and superior in right to any other Person (except (i) in the case of Collateral person, other than Pledged Stockwith respect to Liens expressly permitted by Section 6.02 and, Permitted Liens and (ii) in with respect to the case of Pledged StockTerm Loan/Notes Priority Collateral, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Senior-Priority Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents, taken together with the Interim Order and/or the Final Order, are effective to create in favor of the Administrative Agent, Agent (for the benefit of itself and the other applicable Secured Parties (as defined in the Guarantee and Collateral Agreement), Parties) a legal, valid valid, continuing and enforceable security interest in the Collateral described therein pledged hereunder or thereunder, in each case subject to no Liens other than Priority Permitted Encumbrances and proceeds thereofthe Carve-Out and subject to the Intercreditor Agreement. In Pursuant to the case terms of the Pledged Stock as defined Interim Order and/or Final Order, no filing or other action will be necessary to perfect or protect such Liens and described in the Guarantee security interests. Pursuant to and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest provided in such Collateralthe Interim Order and/or the Final Order, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Obligations of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined under this Agreement will constitute allowed super-priority administrative expense claims in the Guarantee and Collateral AgreementCases under Section 364(c) under the laws of the United StatesBankruptcy Code, having priority over all administrative expense claims and unsecured claims against such Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in each case prior Sections 503(b) and superior in right 507(b) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agentincluding, for the benefit avoidance of doubt, subject to entry of the LendersFinal Order, a legalthe proceeds of Avoidance Actions), valid subject only to the Carve-Out. Notwithstanding anything to the contrary herein, the Carve-Out shall be senior to all Liens and enforceable Lien on claims (including administrative and superpriority claims) securing the Mortgaged Properties described therein and proceeds thereofObligations, the Loan Parties’ pre-petition obligations, adequate protection Liens, and when all other Liens or claims (including administrative claims and DIP Superpriority Claims), including all other forms of adequate protection, Liens, or claims (including administrative claims and DIP Superpriority Claims) securing the Mortgage Amendments are accepted for recording in Obligations and pre-petition obligations granted or recognized as valid, including the applicable recording officesLiens, each such Mortgage shall constitute a fully perfected Lien onsecurity interests, and security interest in, all right, title claims (including administrative claims and interest of DIP Superpriority Claims) granted to the Loan Parties in the Mortgaged Properties Administrative Agent and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Secured Parties.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock as defined and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 6.19(a) (which financing statements have been duly completed and delivered to the extent Administrative Agent), when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are effective specified on Schedule 3 to perfect a security interest the Guarantee and Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in such Collateralthe immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, statutory (x) only those Permitted Liens that are nonconsensual or nonconsensual Liens(y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c); ). In the case of Collateral consisting of issued, registered and (b) when executedapplied for United States patents, each of trademarks or copyrights, to the Mortgage Amendments will be effective to continue in favor of extent required by applicable Federal law, filings made at the Administrative Agent, for United States Patent and Trademark Office and the benefit of United States Copyright Office shall perfect the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except for any subject to Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists; provided, as of the Restatement Effective Datehowever, each parcel of owned real property and each leasehold interest in real property located in that additional filings to be made at the United States Patent and held Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a) -3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19(a) -3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Capital Stock or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any of its Subsidiaries that has a valueLender with respect thereto, in the reasonable opinion of the Borrower, in excess of $5,000,000under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral). The Canadian Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral AgreementAgreement (and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative AgentCollateral Agent (or, and in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Lawlaw of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Lawlaw of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement as of (and the Restatement Effective DateCanadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective to perfect a security interest specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such Collateralother filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSecured Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens extent required by the Guarantee and Collateral Agreement or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofCanadian Collateral Agreement, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000applicable.

Security Documents. (a) The Except as set forth in Schedule 3.18, the Guarantee and Collateral Agreement is Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, to the extent set forth therein, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) and, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agent, any limitations herein and therein or in the case of the other certificates or notes, as applicable, representing Pledged Collateral described (as defined in the Guarantee and Collateral Agreement Agreement), the proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law) and implied covenants of good faith and fair dealing and (i) when the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed Pledged Collateral (as defined in the offices specified on Schedule 4.17 Guarantee and Collateral Agreement) is delivered to the Collateral Agent, if and to the extent such filings are effective to perfect a security interest in such Collateralrequired by the Guarantee and Collateral Agreement, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and to the proceeds thereof, as security for the Obligations (as defined extent that a Lien in the Guarantee and such Pledged Collateral Agreement) under the laws of the United Statescan be perfected by delivery, in each case having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other Person person (except (i) in the case of Collateral other than Pledged Stockwith respect to Liens expressly permitted under Section 6.02), Permitted Liens and (ii) when financing statements in appropriate form are filed in the case of Pledged Stockoffices specified on Schedule 3.18(a), statutory Liens or nonconsensual Liens); the Lien created under the Guarantee and (b) when executed, each of the Mortgage Amendments Collateral Agreement will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the Mortgaged Properties and the proceeds thereofextent that a Lien in such Collateral can be perfected by filing of financing statements (other than Intellectual Property, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement, and other Collateral with respect to which possession or control is required for perfection), in each case having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other Person (except for any Permitted Lien person, other than with respect to Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 6.02.